This law, adopted in accordance with the Civil Code of the Russian Federation, defines a limited liability company as an economic company established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions. Members of the society may be citizens and legal entities. State bodies and bodies of local self-government are not entitled to act as participants in companies, unless otherwise established by federal law. The number of members of the society should not be more than fifty. Otherwise, the company must be transformed into an open joint-stock company or a production cooperative. Members of the company may have additional rights and bear additional obligations established by the charter of the company. The participants in the company, whose shares in the aggregate amount to at least ten percent of the authorized capital of the company, have the right to demand in court the exclusion from the company of a participant who grossly violates his obligations or by his actions (inaction) makes the activities of the company impossible or significantly complicates it. The company carries out its activities on the basis of the founding agreement and the charter. In case of inconsistency between the provisions of the memorandum of association and the provisions of the articles of association, the provisions of the articles of association shall prevail for third parties and members of the company. The size of the authorized capital of the company must be at least one hundred times the minimum wage. The charter of a company may limit the maximum size of the share of a company's participant and the possibility of changing the ratio of the shares of the company's participants. Such restrictions cannot be established in relation to individual members of the company, they must be contained in the company's charter and adopted unanimously at the general meeting of the company's members. This Federal Law shall enter into force on March 1, 1998. Constituent documents of limited liability companies (partnerships) established prior to the entry into force of this law shall be brought into conformity with the law no later than January 1, 1999. Limited liability companies (partnerships), the number of participants of which at the time of entry into force of this law exceeds fifty, must be transformed into joint-stock companies or production cooperatives before July 1, 1998, or reduce the number of participants to the limit established by this law. When transforming such limited liability companies (partnerships) into joint-stock companies, they may be transformed into closed joint-stock companies without limiting the maximum number of shareholders of a closed joint-stock company established by the Federal Law "On Joint-Stock Companies". Moreover, the provisions of this law on the right of the company's creditors to early termination or performance of the corresponding obligations of the company and compensation for their losses do not apply to such a reorganization in a CJSC.

The activities of limited liability organizations are regulated by a separate draft law FZ 14. Its provisions regulate the entire range of issues related to the founding, functioning, activities and abolition of an LLC. To update the information, one should consider the changes that were introduced into the main document of the law.

The Federal Law “On Limited Liability Companies” was adopted in January 1998 and entered into force on March 1 of the same year. By the way, there is also FZ 208 on joint-stock companies. You can study his position

Structurally, Federal Law 14 consists of several chapters, combining the following provisions:

• general provisions and definitions;
• the procedure for establishing a limited liability company by law;
• determination of the authorized capital and property of the LLC;
• compiling lists of participants and management system;
• the order of reorganization and abolition of the organization.

If we consider the summary of the Federal Law on LLC, then the law implies a system for regulating all issues related to the functioning of such companies in the territory of the Russian Federation. The legal framework of Federal Law 14 takes into account the legislation of the country and international agreements.

Recent amendments to the LLC Law

Since the entry into force of the Federal Law "On Limited Liability Companies" has undergone a number of changes. The last of them were introduced in 2016, many come into force in 2017. These changes include the following amendments:

• from January 1 Federal Law 343 comes into force, amending the wording of the LLC Law in Articles 40, 43, 45 and 46;
• from July 1 addenda to article 31.1 - paragraph to the first paragraph and paragraph 6 to the article come into force;
• from September 1, 2017 additions to article 57 in the form of paragraphs 6 and 7 come into force.

For clarity, you should pay attention to the following articles:

Article 2 of Federal Law 14 contains general provisions on limited liability companies. The last revision took place in 2015.

Article 3 of the Federal Law 14 governs the responsibility of society. In 2016, it was supplemented with clause 3.1 on the consequences of exclusion of an LLC from the Unified State Register of Legal Entities for inactive legal entities. The changes took effect in June 2017.

Article 5 The federal law determines the possibility of creating branches of LLC. The last changes were introduced in 2015 and affected the new wording of the fifth paragraph.

Article 7 of Federal Law 14 indicates community members and those who may be members. The article has not changed since the original edition.

Article 8 of the Federal Law 14 governs the rights of LLC members. The last changes were made in 2015 and came into force on September 1, 2016. Paragraph 4 was added to them, indicating the possibility of protecting the rights of participants in a limited liability company by an arbitration court.

Article 12 The federal law regulates the content of the charter of the organization. A number of wording changes were made in 2015, the revision came into force in January 2016.

Article 14 The Federal Law on LLC contains provisions on authorized capital. The amendments were made in 2008, after which the edition has not undergone any changes.

Article 17 The LLC Law specifies the procedure for increasing the authorized capital. In 2016, paragraph 3 was supplemented with an order that the decision of the sole participant of the organization to increase the authorized capital is confirmed by his notarized signature.

Article 19 Federal Law 14 regulates the contributions of participants and third parties to the authorized capital of an LLC. The last changes were made in 2015 and affected the wording - the words “ company charter” complemented “ approved by the founders (participants) of the company". Clause 2.1 was supplemented with a paragraph regulating the procedure for actions in a notice of an increase in the authorized capital.

Article 21 The federal law regulates the transfer of a share or part of it from one LLC participant to another. A number of amendments to the wording and clarifications were made in 2015, after which the wording did not change.

Article 33 FZ 14 determines the competence of the general meeting of participants in the LLC. In 2015, the wording of subparagraph 2 of paragraph 2 on the procedure for approving and amending the charter was amended.

Article 45 Federal Law number 14 defines the interest in transactions. The wording of this provision has not changed since the publication of Federal Law 14.

You can download the Federal Law “On Limited Liability Organizations” at this.

The creation, registration and activities of an LLC are regulated by the Federal Law "On LLC" dated February 8, 1998 No. 14-FZ.

In this article, you will find a basic overview of the law, as well as detailed analysis of past and upcoming changes.


Current edition: No. 31 dated 07/03/2016, valid.

The Federal Law "On Limited Liability Companies" regulates the creation, registration and operation of the most common form of legal entity - a limited liability company. In this article you will find an overview of the structure of the law, a summary of each chapter, an overview of the latest changes made to the Law "On LLC", and you can also download the most "fresh" version of the Federal Law on Limited Liability Companies in the new edition of 07/03/2016 from changes.

Overview of the Structure of the LLC Law

The Federal Law "On Limited Liability Companies" adopted on 08.02.1998 No. 14-FZ in a new edition of 03.07.2016 with comments (hereinafter - the Law "On LLC"), consists of 6 chapters and 59 articles:

• Chapter 1 "General Provisions", includes Articles 1 to 10.

This chapter describes the relations that fall under the regulation of this law, the main provisions of the LLC, the responsibility assigned to the LLC, information regarding the name and location of such a legal entity, the rules regarding branches, representative offices and subsidiaries, as well as information relating to the participants of the company: the rights, obligations and exclusion from society.

• Chapter 2 "Establishment of a society", includes articles 11 to 13.

The chapter contains information on the creation and state registration of an LLC.

• Chapter 3 “Authorized Capital of the Company. Company property”, includes articles 14 to 31.

The chapter describes the principles of creating and dividing the authorized capital, ways to increase and decrease it, the procedure for handling the shares of participants (alienation, transfer), the rules for the withdrawal of a participant, the principles of profit distribution, information regarding the funds and assets of an LLC, as well as the rules for issuing securities of an LLC.

Chapter 3 contains chapter 3.1. "Maintaining a list of company participants", which contains Article 31.1, which reveals the principles and rules for maintaining a list of company participants

• Chapter 4 "Governance in society", includes articles from 32 to 50.

The chapter specifies the main management bodies of the company, their rights, duties and responsibilities, the procedure for the formation and appointment of the executive body of the company, the rules for appealing against decisions of the management bodies, the principles for conducting audits and audits, information on the public reporting of the company and the rules for storing documents, as well as providing information .

• Chapter 5 "Reorganization and liquidation of the company", includes articles 51 to 58.

The article describes various options for the reorganization of society, such as: merger, accession, division, separation, transformation. Additionally, the rules for the liquidation and distribution of the remaining property among the participants are indicated.

• Chapter 6 "Final Provisions" includes Article 59, which contains information on the rules for the implementation of this Federal Law.

You can download the Federal Law "On Limited Liability Companies" .

Overview of changes

In 2016, the Federal Law "On Limited Liability Companies" 14-FZ was amended twice:

1. Federal Law of April 6, 2016 No. 82-FZ. Art. 6 of this law, paragraph 5 of Art. 2 of the Law "On LLC". Previously, society was required to have a round seal, after the changes came into force, this obligation was transformed into a right. Thus allowing the public to make or not make a round seal as they see fit. However, the law may still provide for the duty of the society to have a seal. Also, information about the presence of a seal should be reflected in the charter of the LLC.
2. Federal Law of June 29, 2016 No. 210-FZ. And this law was amended by Art. 6. This time they touched on paragraph 3 of Art. 8 of the Law "On LLC". Now, the founders, having concluded an agreement on the exercise of the rights of the company's participants, can not only refrain from exercising their rights, but also refuse to exercise them. Also, in paragraph 3 of Art. 8, a paragraph was added that fixed the obligation of participants to notify the company of the fact of concluding an agreement on the exercise of the rights of participants in the company, no later than 15 days from the date of its conclusion. Otherwise, the participants of the company who are not included in the agreement may demand compensation for the losses received by them as a result of non-notification.

However, there is still a third legal act, which has already partially entered into force, but a significant block of changes in the Federal Law "On Limited Liability Companies" will be valid only from 01/01/2017 - Federal Law of March 30, 2016 No. 67-FZ.

Here is a list of changes that will be introduced Art. 3 of Law No. 67-FZ to the Law "On LLC":

• In Art. 17, clause 3 will be added, which will introduce mandatory notarization of the decision to increase the authorized capital and the composition of the company's participants. It is interesting that this change creates a legal conflict, that is, it contradicts the norms of paragraph 3 of part 3 of Art. 67.1 of the Civil Code of the Russian Federation, which states that the decision-making by the general meeting of participants and the composition of the company's participants is notarized only if the company's charter does not provide for other ways of its certification (signatures of all participants, using technical means, and so on).
• In paragraph 5 of Art. 21, the words “notarized” will be introduced after the words “at their own expense”. Thus, an offer submitted by a participant who intends to sell his share in the company must be notarized.
• Abs. 3 paragraph 5 of Art. 21 will be supplemented and set out in a different edition, but its essence will not change: the period for using the pre-emptive right when buying a share may be longer than specified in the law. To do this, it is necessary to provide for an appropriate period in the charter of the company.
• The first sentence of paragraph 11 of Art. 21 will be set out in a new edition, after which, all transactions for the alienation of a share must be notarized. If the notarial form is not observed, then such a transaction is considered invalid.
• Exceptions to notarial certification of transactions will be: transactions with shares owned by the company. The norm enshrined in Part 2 of Art. 24, which states that the charter may provide for the alienation of a share belonging to the company to a third party. However, such a scheme does not bring any benefit, since the participant's exit, in any case, passes through a notarization.
• P. 13 Art. 21 will be reworded and supplemented by one more paragraph. This paragraph will provide an exact list of documents required by a notary to certify transactions for the alienation of a share in a company.
• P. 14 Art. 21 will be revised. Now, after the transaction for the alienation of a share in the company, the notary submits an application signed by the participant to the state registration authority to make the appropriate changes. The application may be submitted by mail or other means. After the changes come into force, such an application will be signed by the notary himself, certify his signature with a seal and submit to the state registration authority only in the form of an electronic document.
• P. 2 Art. 22 will be supplemented by one more paragraph, and paragraph 3 of the same article is set out in a new edition. After the amendments come into force, it will be fixed that the share pledge agreement, which implies the occurrence of a pledge of a share or part of a share in the future, is now subject to notarization.
• Para. will be added. 2 p. 2 art. 23. If a participant voted against the conclusion of a major transaction, and he puts forward a demand for the acquisition of his share by the company, such a demand must be notarized.

Abs. 1 p. 1 art. 26 will be added. A participant who wants to leave the company, among other things, submits an application that is notarized in accordance with all the rules of the legislation on notaries in the Russian Federation.

The following changes have been made:

Federal Law No. 360-FZ of July 3, 2016 (as amended on November 30, 2016) “On Amendments to Certain Legislative Acts of the Russian Federation”
The beginning of the edition is 01/01/2017.
The end of the edition is 06/27/2017.

The amendments introduced by Federal Law No. 343-FZ of July 3, 2016 shall come into force on January 1, 2017.

Federal Law No. 99-FZ of May 5, 2014 introduced significant changes to Chapter 4 of the Civil Code of the Russian Federation “Legal Entities” as of September 1, 2014. For the procedure for applying this document in connection with the entry into force of the Federal Law of 05.05.2014 N 99-FZ, see Article 3 of the said Law.

Federal Law No. 14-FZ of 08.02.1998
(as amended on 07/03/2016)
“On Limited Liability Companies”
(as amended and supplemented, effective from 01.01.2017)

Article 3
Include in the Federal “Law” of February 8, 1998 N 14-FZ “On Limited Liability Companies” (Sobraniye Zakonodatelstva Rossiyskoy Federatsii, 1998, N 7, Art. 785; 2009, N 1, Art. 20; N 29, Art. 3642; 2015, N 13, item 1811) the following changes:
1. “Clause 3 of Article 17” was supplemented with the following sentence: “The decision of the sole participant of the company to increase the authorized capital is confirmed by his signature, the authenticity of which must be certified by a notary.”;
Note.
Paragraph 2 of Article 3 will enter into force on July 1, 2017.
2. Article 31.1″:
a) paragraph 1:
“The general meeting of participants in the company has the right to transfer to the Federal Notarial Chamber the maintenance and storage of the list of participants in the company in the register of lists of participants in limited liability companies of the unified notary information system, which is maintained in accordance with the legislation of the Russian Federation on notaries.”;
b) point 6:
“6. In the case specified in paragraph 3 of paragraph 1 of this article, the participants in the company are obliged to notify the notary in a timely manner for the implementation of notarial action to enter information into the register of lists of participants in limited liability companies of the unified information system of the notary about changes in information about their name or title, place of residence or location, other information provided for by this article.

In this case, the sole executive body of the company, unless another body is provided for by the charter of the company, is obliged to promptly notify the notary in order to carry out notarial actions to enter information into the register of lists of participants in limited liability companies of the unified information system of the notary, information about the participants in the company and about their shares or parts of shares in the charter capital of the company, about shares or parts of shares owned by the company, other information provided for by this article.”.

The size of the authorized capital of the company and the nominal value of the shares of the company's participants are determined in rubles.

The authorized capital of a company determines the minimum amount of its property that guarantees the interests of its creditors.

2. The size of the share of a company participant in the authorized capital of the company is determined as a percentage or as a fraction. The size of the share of a member of the company must correspond to the ratio of the nominal value of his share and the authorized capital of the company.

The actual value of the share of a member of the company corresponds to the part of the value of the net assets of the company, proportional to the size of its share.

3. The charter of the company may limit the maximum size of the share of a member of the company. The charter of the company may restrict the possibility of changing the ratio of the shares of the company's participants. Such restrictions cannot be established in relation to individual members of the company. These provisions may be provided for by the charter of the company upon its establishment, as well as included in the charter of the company, amended and excluded from the charter of the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously.

If the charter of the company contains the restrictions provided for in this paragraph, the person who has acquired a share in the authorized capital of the company in violation of the requirements of this paragraph and the relevant provisions of the charter of the company has the right to vote at the general meeting of participants in the company with a part of the share, the amount of which does not exceed the established by the charter of the company the maximum size of the share of a member of the company.

Judicial practice under article 14 of the Federal Law of February 8, 1998 No. 14-FZ

Decision dated October 24, 2019 in case No. А24-3499/2018

Arbitration Court of the Kamchatka Territory (AC of the Kamchatka Territory)

Taking into account the clarification of claims, it amounts to 84,811,457.50 rubles, and minus the amount paid - 68,479,707.50 rubles. According to paragraph 2 of Article 14 of Law No. 14 - FZ, the actual value of the share of a company participant corresponds to a part of the value of the company's net assets, proportional to the size of its share. Clause 6.1 of Article 23 of Law No. 14 - FZ establishes that ...

Ruling dated October 23, 2019 in case No. А60-65000/2018

Arbitration Court of the Urals District (FAS UO)

Regions (hereinafter referred to as the FAS for the Sverdlovsk Region, the antimonopoly authority) - Sekhina V.S. (power of attorney dated February 27, 2019 No. 151). During the consideration of the cassation complaint in the court session 14 . On 10.2019, its consideration was postponed until 22.10.2019. The following representatives took part in the court session on October 22, 2019: IDGC-Urals - Leshkov V.M. (power of attorney dated 13.12....

Decision dated October 23, 2019 in case No. А78-7384/2019

Arbitration Court of the Trans-Baikal Territory (AC of the Trans-Baikal Territory)

Deals of donation of shares concluded between the defendants are invalid. The plaintiff points out Articles 167, 170, 174 of the Civil Code of the Russian Federation, Article 21 of the Federal Law of February 8, 1998 No. 14-FZ "On Limited Liability Companies" (hereinafter - Law No. 14 - FZ) as the basis for the claim. According to Article 1 of Law No. 14 - FZ, this law determines, in accordance with the Civil Code of the Russian Federation, the legal ...

Ruling dated October 22, 2019 in case No. А82-16374/2018

7.4 of the Company's Articles of Association, payments to withdrawing participants begin from the date approved by the General Meeting of Participants, but no more than three months. In relation to the provisions of paragraph 2 of Article 14 of Law No. 14 - FZ, the size of the share in the authorized capital of the company is determined as a percentage or as a fraction. The size of the share must correspond to the ratio of the nominal value of its share and the authorized ...

Decision dated October 17, 2019 in case No. А41-36969/2019

Arbitration Court of the Moscow Region (AC of the Moscow Region)

As well as invalidating the decisions of the extraordinary meeting of participants of RIK LLC, drawn up by protocol No. 19/02-19 dated February 19, 2019. The claim was filed under Art. Art. 14, 35, 36, 40, 43 of the Federal Law of February 8, 1998 No. 14 - FZ "On Limited Liability Companies" (hereinafter - Federal Law of February 8, 1998 No. 14 - FZ), art. ...

Decision dated October 11, 2019 in case No. А82-11998/2017

Arbitration Court of the Yaroslavl Region (AC of the Yaroslavl Region)

The plaintiff's statements and explanations show that the society did not inform about the decision. According to paragraphs 1, 8 of Article 21 of the Federal Law of February 8, 1998 No. 14 - FZ "On Limited Liability Companies", the transfer of a share or part of a share in the authorized capital of a company to one or more participants in this company or to third parties is carried out ...

Decision dated October 9, 2019 in case No. А69-1519/2017

Arbitration Court of the Republic of Tyva (AC of the Republic of Tyva)

Company for the last reporting period preceding the day of filing an application for withdrawal from the company. At the same time, the actual value of the share of a company member, as determined by paragraph 2 of Article 14 of Law No. 14 - FZ, corresponds to a part of the value of the company's net assets proportional to the size of its share. The value of the company's net assets is determined in accordance with the procedure established by federal law and published in accordance with ...

Decision dated October 3, 2019 in case No. А72-8373/2019

Arbitration Court of the Ulyanovsk Region (AC of the Ulyanovsk Region)

The above decision of the Arbitration Court of the Ulyanovsk Region dated March 19, 2019 in case No. A72-20991 / 2018. Paragraph 1 of Article 26 of the Federal Law of February 8, 1998 No. 14 - FZ "On Limited Liability Companies" (hereinafter - Law No. 14 - FZ) provides for the right of a participant to withdraw from the company by alienating a share to the company, regardless of the consent of its other participants or ...

Ruling dated October 1, 2019 in case No. А32-22374/2016

Arbitration Court of the North Caucasus District (FAS SKO)

The procedure for paying the actual value of a share or part of a share is not provided for by the charter of the company. The actual value of the share of a member of a limited liability company, as defined in paragraph 2 of article 14